Dissolution of an association
Question
In our committee, a dispute has arisen in connection with the question of how old the association is. The association was founded 19 years ago. Five years ago, it was renamed, the purpose was altered slightly and the entire committee was replaced. The current chairperson claims that the association is only five years old rather than 19. Which age is correct?
Answer
The name of an association is part of the articles of association and in most cases is mentioned in the first article along with the purpose. The articles of association can be amended, meaning this is also the case for an association's name and purpose. This matter is addressed by law, however, in Article 74 of the Swiss Civil Code (ZGB): "No member may be forced against his or her will to accept a change in the objects of the association". If the purpose is changed (and not merely adjusted), a member is therefore allowed to immediately leave the association. However, the association continues to exist.
An indication that your association has existed since its foundation is the fact that the association was never dissolved. Conclusion: you can celebrate your association's 20th anniversary next year.
Question
Our articles of association state that the approval of two-thirds of members is required for the dissolution of the association. Is it enough if two-thirds of the members present at the general meeting approve the dissolution?
Answer
As is stated in your articles of association, it is clear that all members of the association are meant and not just those in attendance. If an association is considering dissolution, it is often difficult to mobilise enough members and the high quorum can prove to be an almost insurmountable hurdle. The breach of the articles of association - as this would be if only the number of members in attendance was to be taken into account - could serve as a reason for someone to appeal the decision.
In order to handle the matter correctly from a legal perspective, the relevant article in the articles of association would have to be amended at the next (possibly extraordinary) general meeting. At a subsequent general meeting, the dissolution of the association can then be correctly decided on. Both meetings can be held successively. It is important that you communicate how you plan to proceed to members in good time so as not to provoke any surprises. The members should have time to consider the dissolution and the committee should be able to gauge what the mood is. After all, the general meeting is the most senior body of every association and only it can decide on the dissolution.
Question
Our association has been in existence for more than 50 years and organises various activities for senior citizens. In some cases, these are now carried out by other organisations. We now find ourselves in a situation where nobody else wants to join the association and even committee members occasionally want to step down. All of the members have already served on the committee. While individual members want to continue taking on tasks, they have no desire to sit on the committee. What would be your recommendation to us?
Answer
Your association cannot avoid the question of whether it is still needed and what would happen if the association no longer existed. Together with your colleagues, consider which activities you absolutely want to continue with and in what form. What can be given up without issue? Perhaps there is an opportunity to link up with an organisation that pursues similar goals?
Whatever the answers to these questions may be, your association was good and necessary. Without it, these offers that others are now taking on wouldn't have existed in the first place. It would therefore not be true to say that the association had failed if it now had to be discontinued.
